Last Updated: October 5, 2026

IMPORTANT AUTHORIZATION NOTICE

Please read this Agreement carefully. By accepting this Agreement, you are authorizing Central and certain Service Providers identified in this Agreement and the applicable Service Addenda to act on your behalf for limited purposes in connection with the Services, including preparing and submitting filings, communicating with governmental agencies and service providers, accessing designated accounts and portals, mail monitoring, initiating debits and credits to your designated account, and performing other activities described in this Agreement. This authorization includes the limited agency and attorney-in-fact authority described in Section 12 (Limited Agency and Power of Attorney), and is revocable as provided in that Section. Certain government agencies, carriers, and other third parties may require your direct signature on their own forms, which cannot be replaced by this general authorization. Where required, you will be asked to execute those forms separately.

These Master Terms of Service, together with (a) any Order Form, (b) each Service Addendum applicable to the Services you purchase or use, (c) the Data Processing Addendum, (d) any Business Associate Agreement, and (e) any other policy referenced herein (collectively, the “Agreement”), govern your access to and use of the Services offered by Central Business Applications Inc., an affiliate of Mercury Technologies, Inc. (“Mercury”), together with its applicable affiliates and subsidiaries (“Central,” “we,” “us,” or “our”), and the entity or organization that accepts this Agreement (“you” or “your”). Insurance brokerage services offered under this Agreement are provided separately by Central Benefits and Insurance Services, LLC (“CBIS”), a licensed insurance producer and subsidiary of Central, as further described in the applicable Service Addendum. This Agreement is effective as of the date you accept it, whether by affirmative acknowledgment or by continuing to access or use the Services after we make this Agreement available to you (the “Effective Date”). If you were using the Services prior to the Effective Date under a prior agreement or terms of service, this Agreement supersedes and replaces those prior terms in their entirety as of the Effective Date. This Agreement continues until terminated by either you or us, or as otherwise set forth herein.

1. Definitions

1.a “Account Administrator” means each User you designate through the Services, or who is designated on your behalf by an Account Administrator, to provide instructions, approve transactions, submit information, execute documents, or otherwise act on your behalf in connection with the Services. Each Account Administrator is authorized to act on your behalf until you remove that individual’s access through the Services.

1.b “Applicable Law” means all federal, state, local, and foreign statutes, regulations, ordinances, rules, orders, and agency guidance, and payment-network or clearinghouse rules, in each case as amended from time to time and applicable to a party or your use of the Services, including without limitation employment, tax, wage-and-hour, benefits, insurance, immigration, anti-money laundering, sanctions, and data-protection law.

1.c “Claim” means any claim, demand, action, suit, proceeding, investigation, or dispute, whether brought by you, by Central, or by a third party.

1.d “Customer Data” means information, documents, instructions, payroll data, employee data, contractor data, bank account information, tax information, benefits information, insurance information, and other content submitted to or made available to Central or its Service Providers by or on behalf of you, your Users, or your personnel, in each case in the form made available. Customer Data does not include (a) aggregated or de-identified data derived from it as described in Section 13.b (Aggregated and De-Identified Data), (b) Central’s own records of your account, configuration, transactions, and use of the Services, (c) any analytics, reports, benchmarks, models, or other materials Central generates, or (d) any Central or Service Provider software, platform, or materials.

1.e “Order Form” means any ordering document, order form, statement of work, online purchase flow, or in-Service screen through which you purchase, subscribe to, or enroll in a Service, in each case as completed or accepted by you.

1.f “Service” means each service Central makes available under this Agreement and the applicable Service Addenda, including Central's technology platform and the administrative, coordination, and support services described in this Agreement and the applicable Service Addenda, including, as applicable, payroll coordination, contractor and international payment coordination, benefits brokerage, 401(k) coordination, HRIS and time-tracking tools, business formation and state registration support, tax and compliance support, and accounting and tax support, together with any AI-assisted features.

1.g “Service Addendum” means each addendum to this Agreement set forth below, or hereafter made available or incorporated by reference, governing a particular Service or group of Services, in each case as amended from time to time in accordance with this Agreement.

1.h “Service Provider” means any third-party provider, processor, broker, bank, payroll provider, payment provider, benefits provider, retirement plan provider, insurance carrier, software provider, compliance vendor, identity-verification vendor, tax-filing provider, or other third party used by Central to provide, support, or make available the Services, including: (a) Check Technologies, Inc. and Check Payments LLC (together, “Check”); (b) each other Service Provider identified in an applicable Service Addendum or otherwise identified to you through the Services; and (c) any successor or replacement Service Provider designated by Central.

1.i “User” means any employee, contractor, founder, officer, director, administrator, agent, representative, accountant, broker, consultant, payee, or other person you authorize, or who is authorized on your behalf, to access or use the Services, or on whose behalf information is submitted to the Services.

2. Structure of the Agreement; Order of Precedence

This Agreement uses a “master plus addenda” structure. The Master Terms apply to all Services. Each Service Addendum set forth below applies only if and to the extent you purchase, enroll in, or use the corresponding Service, and supplements — and, in the event of a conflict with respect to that Service, controls over — these Master Terms. The Services you have purchased, applicable fees, implementation terms, and any Service-specific terms are set forth in the applicable Order Form and Service Addendum(s). You are bound only by the Service Addenda corresponding to Services you have purchased, enrolled in, or used. If there is a conflict among these documents, the order of precedence is: (1) any Order Form; (2) the applicable Service Addendum, solely as to the Service it governs; (3) the Data Processing Addendum, solely as to processing of personal information; (4) these Master Terms; and (5) any other online policy referenced herein. Subject to Section 20.h (Notices and Amendments), Central may introduce new Service Addenda, or modify an existing Service Addendum, to reflect new Services, new Service Providers, or regulatory changes.

Central may modify, update, or discontinue any Service, or any feature or function of a Service, at any time, including where a Service Provider ceases to make its services available to Central on commercially reasonable terms. Central will not materially reduce the overall functionality of a Service you are then using during a period for which you have prepaid, except where the change is required by Applicable Law or by a Service Provider; provided that any change that materially and adversely affects your rights or obligations is subject to Section 20.h (Notices and Amendments). Where Central discontinues a Service for which you have prepaid, Central will give you as much advance notice as is reasonably practicable and will refund any unused prepaid fees for that Service on a pro rata basis, and that refund is your sole and exclusive remedy for the discontinuation.

3. Eligibility and Account Registration

The Services are offered solely for your business and commercial purposes, and are not offered to, or for use by, consumers or any individual acting for personal, family, or household purposes.

You represent and warrant that you are a legal entity validly formed and in good standing, authorized to conduct business in the United States, and that the individual accepting this Agreement has authority to bind you. Certain Services may require you to maintain a deposit account through Mercury at one of Mercury’s partner banks.

You further represent and warrant that: (a) all information you provide to Central during registration and onboarding is true, accurate, and complete; (b) you have full right, power, and authority to enter into and perform this Agreement; (c) your use of the Services will comply with Applicable Law; (d) all Customer Data you submit, including company, ownership, officer, and beneficial-owner information, is accurate, complete, and timely; and (e) you have obtained all consents required under, and have otherwise complied with, Applicable Law in connection with your collection of Customer Data and disclosure thereof to Central and its Service Providers, and that Central and its Service Providers may rely on it without independent verification.

Central may deny, delay, suspend, or terminate your registration or use of any Service, in its sole discretion, based on the outcome of identity verification, business verification, sanctions screening, fraud review, industry review, or risk review, and may repeat any verification, screening, or review at any time. Central is under no obligation to disclose the basis for any such determination to the extent disclosure is restricted by Applicable Law or a Service Provider's requirements. You will provide the information Central or a Service Provider reasonably requests to complete or repeat any verification, screening, or review, and will notify Central promptly of any change to that information. Each legal entity must separately register for and be approved to use the Services, and you may not use your account to submit payroll, payments, filings, or enrollments for any other entity, including any affiliate.

4. Relationship of the Parties; No Employer-of-Record, PEO, or Co-Employment

Central is a hosted platform and administrative-services provider. Unless an Order Form or Service Addendum expressly and specifically states otherwise, Central does not act, and shall not be deemed to act, as: (a) a Professional Employer Organization (“PEO”) or co-employer of your employees, contractors, or other personnel; (b) an Employer of Record (“EOR”) or Agent of Record with employer-level legal responsibility for any individual performing services for you; (c) a staffing agency, temporary-help firm, or leasing employer; (d) a plan sponsor, plan administrator, or named fiduciary of any benefit plan; or (e) a withholding agent, payor, or employer for federal, state, or local tax purposes, except to the limited extent Central or a Service Provider is expressly designated as a reporting agent (e.g., under IRS Form 8655) or similar limited capacity under a specific Addendum.

You, and not Central, are and remain at all times the employer, payor, benefits plan sponsor, and withholding agent (as applicable) of your employees, contractors, and other personnel, with sole and non-delegable responsibility for all employer-level legal obligations described in Section 5 (Your Responsibilities).

Central does not co-employ, hire, discipline, terminate, direct or supervise the day-to-day work of, set the compensation of, or make any employment decision regarding, any of your personnel. Central's role is limited to making the Services available and providing administrative coordination and communication with Service Providers and government agencies at your direction and on your behalf, as further described in the applicable Service Addenda. You acknowledge that Central acts at your direction in performing the Services and does not independently determine any employment, payroll, tax, benefits, or insurance decision on your behalf.

Nothing in this Agreement, no feature of the Services (including any limited agency or power of attorney), and no course of dealing between the parties shall be construed to create an employment, co-employment, joint employment, agency (except as expressly and narrowly granted), partnership, joint venture, or fiduciary relationship between Central and any of your personnel, or between Central and you, beyond the limited administrative agency expressly granted in this Agreement.

If Central is treated as a joint employer, co-employer, EOR, PEO, plan sponsor, plan fiduciary, or withholding agent with respect to any of your personnel notwithstanding this Section 4, you shall indemnify Central in accordance with Section 16.a (Your Indemnification of Central) for any resulting claims, liabilities, fines, or penalties, and Central may immediately suspend, modify, or restructure the affected Services, or terminate the affected Services on notice to you, to eliminate such treatment.

5. Your Responsibilities

Except where an Order Form expressly and specifically states otherwise, you remain solely responsible for:

• all employment and engagement decisions, including hiring, discipline, and termination;

• worker classification (employee vs. independent contractor) and all consequences of misclassification;

• wage-and-hour compliance, including minimum wage, overtime, meal-and-rest-break, and pay-frequency requirements in every applicable jurisdiction;

• the accuracy, completeness, and lawfulness of all Customer Data and instructions submitted through the Services, which Central and Service Providers may rely upon without independent verification;

• payroll approvals and the timing and sufficiency of funding for every payroll run, tax payment, benefits premium, and contractor payment;

• tax withholding, deposit, reporting, and filing obligations, notwithstanding any reporting-agent authorization granted to Check or another Service Provider under an applicable Service Addendum;

• employee and contractor onboarding, including satisfaction of Form I-9 and other work-authorization verification requirements;

• benefits eligibility determinations, plan selection, and communication of benefit terms to your personnel;

• required workplace notices and postings in every jurisdiction in which your personnel are located;

• insurance coverage decisions, including workers' compensation and any other legally required coverage;

• plan sponsor, plan administrator, and fiduciary obligations for any retirement or welfare benefit plan;

• obtaining all notices, consents, and authorizations required from your personnel, beneficial owners, and other individuals before submitting their information to Central or a Service Provider;

• compliance with all Applicable Law governing your business, your personnel, your contractors, and any benefit plans you sponsor or participate in;

• promptly providing, and causing your employees, independent contractors, and other payees to provide, all information, documentation, and materials reasonably requested by Central or Service Provider(s) necessary to comply with the Bank Secrecy Act, as amended by the USA PATRIOT Act (collectively, “BSA/AML”) and all applicable “know your customer” requirements (“KYC”), and all other Applicable Law with respect to you and such payees; and

• promptly notifying Central of any change in your business, ownership, officers, industry classification, contact information, or personnel that could affect eligibility for, or the accuracy of, any Service.

You further agree that:

• Central may decline, delay, or condition any Service on your providing additional information, documentation, or authorizations reasonably requested by Central or a Service Provider, and Central has no liability for any delay or non-performance resulting from your failure to provide them.

• Central may decline, delay, suspend, or terminate any Service without liability if Central or a Service Provider determines that your business is in a category ineligible for the Services.

• You are responsible for transitioning away from the Services in an orderly manner upon termination, including engaging a replacement payroll, benefits, HRIS, or accounting provider and ensuring continuity of statutory filings. Provided your account is current in all amounts owed, Central will make Customer Data available for export through the Services for ninety (90) days following termination, except to the extent earlier deletion or return is required under Applicable Law. After that period Central has no obligation to retain, produce, or make Customer Data available to you, and Central is not obligated to provide data in any particular format or to perform migration, conversion, or transition services.

• Central may make available, and you may elect to use, features that allow you to grant access to an accountant, bookkeeper, broker, consultant, or other third party you engage. Any such third party shall access the Services solely to provide services to you under its engagement with you, shall constitute a User for all purposes under this Agreement, and shall not extract Customer Data from the Services for use outside the Services, including for any data aggregation or resale service.

6. Account Administrators and Users

You are responsible for all acts and omissions of your Users, including Account Administrators, and for all instructions, approvals, submissions, signatures, transactions, and other actions taken under your account, whether or not you knew of or actually authorized them. Those actions include actions taken by you or a User, and actions that Central reasonably believes to have been directed or instructed by you or a User, whether submitted through the Services, by email, or verbally.

You are responsible for the security and confidentiality of all credentials used to access the Services, for maintaining unique credentials for each User, for granting each User only the access their role requires, and for periodically reviewing the access you have granted. You accept the risk of any unauthorized use of your account and will notify Central immediately if you believe any credential or account has been compromised. Central may suspend your account, or any User’s access, if Central has reason to believe a credential has been compromised.

Central may treat any instruction from an Account Administrator as fully authorized by you and may act on it without further inquiry, including approval of a payroll run, a new hire, or a benefits election. For actions including funds movement, government filings, and binding execution of documents under Section 12 (Limited Agency and Power of Attorney), Central may require specific confirmation from an Account Administrator before acting upon an instruction.

You are responsible for promptly removing access for any User who is no longer authorized to act on your behalf, and Central has no liability for actions taken by a person whose access you failed to timely revoke. Where you are unable to remove a User through the Services, you must promptly request removal by contacting support@central.inc, and removal is effective when Central processes the request.

Where you provide Central with credentials to a third-party account or system, or authorize Central to access such an account on your behalf, you represent that you are permitted to do so, and Central’s use of those credentials for the purposes described in this Agreement is authorized by you.

7. Service Providers

The Services rely on Service Providers to perform regulated or specialized functions. You authorize Central to transmit Customer Data and instructions to Service Providers and to receive information from them on your behalf.

Certain Services are subject to additional Service Provider terms, including disclosures, consents, and documentation, which may be identified in the applicable Service Addendum or presented to you through the Services or by the Service Provider directly. Those terms constitute a separate agreement between you and the applicable Service Provider governing that Service Provider’s own performance. You agree to review, accept, and comply with those terms, and your acceptance of and compliance with them is a condition of your access to and use of the affected Service. No Service Provider terms shall modify this Agreement, expand Central’s obligations, or limit Central’s rights or remedies.

Central maintains a list of Service Providers that process Customer Data, available through the Services or on request. Central’s use of Service Providers to process personal information on your behalf, including any notice of a new or replacement Subprocessor and any right you have to object, is governed by the Data Processing Addendum.

Central is not responsible for any act or omission of a Service Provider, including Check, as further provided in Section 15.e (Service Providers) and Section 17.d (Service Provider Liability).

Central may add, remove, or replace any Service Provider at any time, including changing the entity that performs a regulated function such as payment execution or tax filing, without liability. Where Applicable Law or the replacement Service Provider requires you to execute a new authorization, power of attorney, or reporting-agent designation, Central will notify you and you will promptly execute and return it, and Central may decline, delay, or suspend the affected Service until you do so, without liability for any resulting delay, penalty, or interest.

Each Service Provider is engaged by Central to support Central’s provision of the Services and, except where a Service Addendum or that Service Provider’s own terms provide otherwise, does not act as your agent or contractor.

8. Fees and Payment

8.a Fees. You will pay all fees, costs, charges, expenses, and other amounts owed under this Agreement, any Service Addendum, the applicable Order Form, or as otherwise presented in the Services (collectively, “Fees”), including fees for payment processing, payroll runs, benefits administration, contractor payments, formation and registration filings, and accounting services. Central’s Fees are billed and collected through Central's third-party billing processor. Payroll funding, tax amounts, and any garnishments are debited directly by the applicable Service Provider(s), as described in the applicable Service Addendum and Service Provider terms.

8.b Payment Method. Before Services begin, you will designate and maintain a bank account at a federally insured depository institution (the “Payment Method”). You represent and warrant that the Payment Method is legitimate, open, and active, and that you are an authorized signer on it. You will notify Central in writing at support@central.inc of any change to the Payment Method. Central and the Service Provider(s) may retain Payment Method information on file to collect all Fees and other amounts due, including late fees, returned or failed payment fees, processing fees, and past-due balances. Any signer on your Payment Method is authorized to make payments on your behalf.

8.c Payment Authorization. You authorize Central and the Service Provider(s) to initiate electronic debits and credits to the Payment Method, without further action or approval by you at the time of each transaction, for (a) Fees, and (b) payroll amounts, tax amounts, reimbursements, premiums, corrections, chargebacks, returns, reversals, and other amounts due in connection with the Services, as further described in the applicable Service Addendum and Service Provider terms. Payments may be one-time or recurring, depending on the Service, and will be initiated when the applicable amount becomes due, including on each billing date, payroll run, or filing. The amount of each payment will be determined by the pricing in the applicable Order Form or as otherwise presented in the Services, together with the payroll, tax, benefits, and other amounts you approve or that become payable through your use of the Services, and may vary from payment to payment. This authorization extends to any updated or substitute account that you or your financial institution later specifies and remains in effect until you revoke it in writing at support@central.inc, which will not affect amounts already due or payments already initiated.

8.d Errors. Central has no liability for errors in payment instructions you or your authorized signers submit. If Central or a Service Provider makes a processing error, you authorize it to correct the error by crediting or debiting the Payment Method in the amount of the error on or after the date the error occurs, and to verify and correct any missing or erroneous Payment Method or financial institution information.

8.e Failed Payments. If any charge is refused or dishonored, the amount is immediately due. Central and the Service Provider(s) have no obligation to attempt a debit more than once and have no liability for fees your financial institution imposes on rejected payments. If Central or the Service Provider cannot debit the amount required to fund an authorized payment, it will not make that payment and neither Central nor the Service Provider has liability for the failure. Central will charge $150 for each payroll it cannot process due to insufficient or unavailable funds or another funding failure attributable to you, to the extent permitted by Applicable Law, and may waive the first such charge at its discretion.

8.f Late Payment and Disputes. Central may, at its discretion, charge interest on late payments at up to 1.5% per month or the maximum rate permitted by Applicable Law, whichever is lower. If Central pursues collection of a late amount, you will reimburse Central's reasonable collection costs, including attorneys’ fees. You must notify Central of any good-faith dispute of an invoiced amount within thirty (30) days after the invoice date; amounts not disputed within that period are deemed accepted. You will pay all undisputed amounts when due.

8.g Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes other than taxes on Central's net income.

8.h No Setoff. You will pay all amounts due without setoff, deduction, or withholding except as required by Applicable Law.

9. Customer Data, Privacy, and Security

9.a License to Customer Data. You grant Central and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable license to use, copy, process, transmit, store, disclose, and display Customer Data as necessary to maintain, update, provide, secure, and support the Services, comply with Applicable Law, perform risk review, and enforce this Agreement. Central and its affiliates may sublicense these rights to Service Providers to the extent necessary for them to perform the Services.

9.b Privacy.Central's processing of personal information on your behalf as a processor or service provider is governed by the Data Processing Addendum, which is incorporated by reference. Central's Privacy Policy governs Central's processing of personal information for its own independent purposes, for example fraud prevention, security, and legal compliance. In the event of a conflict specifically as to processing of personal information on your behalf, the Data Processing Addendum controls.

9.c Sensitive Information. You will not submit protected health information or other regulated sensitive information to Central except through designated workflows, or as expressly instructed by Central, and Central may condition applicable Services on execution of a Business Associate Agreement or similar document.

9.d Security. Central will maintain administrative, technical, and physical safeguards designed to protect Customer Data consistent with Applicable Law, and as further described with respect to personal information in the Data Processing Addendum.

9.e Your Responsibilities. You are responsible for maintaining secure credentials and account access as provided in Section 6 (Account Administrators and Users), including limiting User access on a least-privilege basis, monitoring account activity, and promptly notifying Central of any suspected unauthorized access, and for configuring the Services and any integration in a manner appropriate to the sensitivity of the Customer Data you submit. Central is not responsible for any loss resulting from your configuration choices, your failure to use available security features, or your submission of Customer Data outside a designated workflow.

10. AI-Assisted Features

10.a Scope. The Services may include AI-assisted workflows, summaries, recommendations, classifications, drafts, or other machine-generated outputs (“AI Outputs”). AI Outputs are generated using probabilistic models and may vary between users or over time even where the same or similar inputs are provided. Central may modify, limit, or discontinue any AI-assisted feature at any time. AI Outputs are provided subject to the disclaimers in Section 15.d (AI Outputs).

10.b Your Review. You are solely responsible for reviewing and independently verifying any AI Output before using, submitting, or relying on it. Before an AI Output is used to make, or as a substantial factor in making, any decision producing a legal or similarly significant effect concerning an individual, including compensation, worker classification, benefits eligibility, discipline, or termination, an Account Administrator must review and approve it. Central does not make any such decision on your behalf.

10.c Output Rights. Central may use third-party model providers as Service Providers. You have no exclusive right in any AI Output, which may be similar or identical to outputs generated for other customers, and you may use AI Outputs only in connection with your permitted use of the Services.

10.d Your Inputs and Compliance. You will not submit to an AI-assisted feature any information you are not permitted to disclose to Central, and your use of AI Outputs must comply with Applicable Law, including any law governing automated decision-making, employment screening, or notice to or consent from individuals.

11. Electronic Communications; Signatures

You consent to receive agreements, disclosures, notices, tax documents, and other communications from Central electronically, and you agree that electronic signatures, click-approvals, checkbox consents, and similar electronic actions have the same legal effect as handwritten signatures to the maximum extent permitted by Applicable Law. Where Applicable Law requires consent, disclosures, or elections to be obtained from an individual rather than from you, you are responsible for obtaining and maintaining that consent from the individual, and Central may decline or delay electronic delivery until you confirm that it has been obtained.

Certain jurisdictions and agencies may require a wet, notarized, or agency-specific signature or authorization form (for example, certain state tax powers of attorney or carrier applications). You agree to promptly execute and return any such document upon request, and Central may decline or delay a Service until you do so.

12. Limited Agency and Power of Attorney

12.a Grant of Authority. You appoint Central and its designated Service Providers as your limited agent and attorney-in-fact, solely to take actions reasonably necessary to provide the Services you have enrolled in, including: (a) preparing, signing, and submitting payroll, tax, benefits, insurance, registration, and formation forms and filings; (b) registering for, accessing, creating, and maintaining accounts and portals with government agencies and Service Providers, and accepting the terms of use applicable to those accounts and portals; (c) transmitting payroll, tax, and benefits instructions; (d) corresponding with agencies, carriers, and Service Providers and responding to notices; (e) correcting errors; (f) executing other documents of the type and for the purposes described in the applicable Service Addendum; and (g) receiving, opening, scanning, reviewing, categorizing, and routing mail and other correspondence addressed to you at an address designated for an applicable Service. Where the applicable form or system permits, Central may sign in a representative capacity as your authorized agent rather than by applying your signature.

12.b Revocation. This limited agency is revocable and remains effective until you terminate it by written notice to Central through the designated support channel or account settings, except to the extent necessary to complete pending transactions, satisfy Central's or a Service Provider's own recordkeeping obligations, or comply with Applicable Law.

12.c Your Responsibility. You remain responsible for the content and consequences of any document executed or filing submitted by Central or a Service Provider on your behalf pursuant to this authorization, to the same extent as if you had executed or submitted it yourself.

12.d What This Authorization Does Not Cover. This authorization does not replace any direct signature, agency-specific form, carrier or vendor form, individual authorization, or task-specific approval required by Applicable Law, an agency, a carrier, or a Service Provider, and Central may decline or delay any Service until any such requirement is satisfied.

13. Intellectual Property

13.a Ownership. Central and its licensors retain all right, title, and interest in and to the Services, including all software, hosted platforms, workflows, documentation, templates, analytics, know-how, models, and interfaces, and all intellectual property rights therein, together with all modifications, enhancements, and derivative works, whether or not developed in connection with your use of the Services. Except for the limited rights expressly granted in this Agreement, no rights in the Services are granted to you by implication, estoppel, or otherwise. As between you and Central, you retain ownership of Customer Data, subject to the licenses granted in Section 9.a (License to Customer Data).

13.b Aggregated and De-Identified Data. Central may create aggregated or de-identified data from Customer Data and from use of the Services, and may use, reproduce, modify, distribute, and otherwise exploit that data for any lawful business purpose, including analytics, benchmarking, reporting, and developing, improving, and training the Services. Aggregated and de-identified data does not constitute Customer Data or Confidential Information, and Central owns all right, title, and interest in and to it, including all intellectual property rights therein.

13.c License to You. Subject to your compliance with this Agreement and payment of all applicable fees, Central grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription term, solely for your own internal business purposes. You may permit your Users to access the Services for that purpose.

13.d Restrictions. You will not, and will not permit any User or third party to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying models of the Services, except to the extent this restriction is prohibited by Applicable Law; (c) rent, lease, sell, sublicense, distribute, or make the Services available to any third party, or use the Services on a service-bureau or time-sharing basis; (d) use the Services to build, train, or improve a competing product or service, or for benchmarking or competitive analysis; (e) circumvent or interfere with any security, access control, usage limit, or rate limit; or (f) use the Services in violation of this Agreement or Applicable Law. Central may monitor use of the Services and suspend or restrict access for any violation of this Section.

14. Confidentiality

14.a Confidential Information. Each party may receive non-public information from the other that should reasonably be understood to be confidential, whether or not marked as such (“Confidential Information”). Central’s Confidential Information includes the Services, their features and performance, pricing, and any beta or preview feature. Confidential Information does not include information that is public, independently developed without use of the other party’s Confidential Information, already known without a confidentiality obligation, or lawfully received from a third party without restriction.

14.b Obligations. Each party will use the other’s Confidential Information only to perform its obligations or exercise its rights under this Agreement, will protect it with at least the degree of care it uses for its own confidential information and in no event less than reasonable care, and will limit access to those of its personnel, affiliates, Service Providers, and advisors who need it for that purpose and are bound by confidentiality obligations no less protective than these.

14.c Permitted Disclosures. A party may disclose Confidential Information where required by Applicable Law, subpoena, court order, or regulator, provided it gives prompt notice to the other party where legally permitted and discloses only to the extent required. A party may also disclose Confidential Information to its Service Providers as reasonably necessary to perform the Services, without notice to the other party.

14.d Return; Survival; Remedies. Upon request following termination, each party will return or destroy the other party’s Confidential Information in its possession, except for archival copies retained in accordance with standard backup or record retention practices and subject to this Section. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy, and the disclosing party is entitled to seek injunctive relief in addition to any other available remedy, without posting bond or proving actual damages. Nothing in this Agreement restricts either party from using general knowledge, skills, ideas, concepts, and know-how retained in the unaided memory of its personnel in the ordinary course of business, provided it does not use or disclose the other party’s Confidential Information in doing so.

15. Warranties and Disclaimers

15.a SERVICES PROVIDED “AS IS”. THE SERVICES, INCLUDING ALL SERVICE ADDENDA, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENTRAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION. CENTRAL DOES NOT GUARANTEE ANY TAX, PAYROLL, EMPLOYMENT, BENEFITS, INSURANCE, REGISTRATION, PAYMENT, INVESTMENT, UNDERWRITING, AGENCY, CARRIER, REGULATORY, OR SERVICE PROVIDER OUTCOME, OR THAT ANY FILING, PAYMENT, OR ENROLLMENT WILL BE TIMELY, ACCEPTED, OR ERROR-FREE.

15.b RELIANCE ON CUSTOMER DATA. CENTRAL DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF CUSTOMER DATA OR ANY INFORMATION YOU OR YOUR USERS SUBMIT, AND CENTRAL AND ITS SERVICE PROVIDERS MAY RELY ON SUCH INFORMATION WITHOUT INDEPENDENT VERIFICATION.

15.c NO PROFESSIONAL ADVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CENTRAL OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY AND SPECIFICALLY STATED IN AN ORDER FORM. CENTRAL DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, INVESTMENT, OR FIDUCIARY ADVICE; YOU SHOULD CONSULT YOUR OWN PROFESSIONAL ADVISORS FOR DECISIONS INVOLVING THOSE SUBJECT MATTERS.

15.d AI OUTPUTS. AI OUTPUTS ARE PROVIDED “AS IS” AND MAY BE INCOMPLETE, INACCURATE, OUTDATED, BIASED, OR UNSUITABLE FOR YOUR CIRCUMSTANCES. CENTRAL DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, REPRODUCIBILITY, OR FITNESS FOR ANY PURPOSE OF ANY AI OUTPUT, OR THAT ANY AI OUTPUT COMPLIES WITH APPLICABLE LAW. AI OUTPUTS DO NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, BENEFITS, EMPLOYMENT, INSURANCE, INVESTMENT, OR OTHER PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND INDEPENDENTLY VERIFYING ANY AI OUTPUT BEFORE USING, SUBMITTING, OR RELYING ON IT, OR BEFORE MAKING ANY EMPLOYMENT, PAYROLL, TAX, BENEFITS, LEGAL, FINANCIAL, OR COMPLIANCE DECISION BASED ON IT, AND ANY RELIANCE WITHOUT SUCH REVIEW IS AT YOUR OWN RISK. CENTRAL DISCLAIMS ALL LIABILITY FOR ANY DECISION, ACTION, OR OMISSION BASED ON AN AI OUTPUT, AND IS NOT RESPONSIBLE FOR ANY AI OUTPUT THAT IS INACCURATE, INCOMPLETE, OR NON-COMPLIANT OR FOR ANY WAGE, TAX, BENEFITS, PENALTY, INTEREST, OR OTHER CONSEQUENCE RESULTING FROM YOUR USE OF AN AI OUTPUT.

15.e SERVICE PROVIDERS. CENTRAL IS NOT RESPONSIBLE FOR ANY ACT, OMISSION, DELAY, ERROR, OUTAGE, DENIAL, PRICING CHANGE, ELIGIBILITY DECISION, ACCOUNT CLOSURE, COMPLIANCE HOLD, CARRIER DECISION, BANK FAILURE, NETWORK FAILURE, OR OTHER CONSEQUENCE CAUSED BY ANY SERVICE PROVIDER, INCLUDING CHECK, EVEN IF THAT SERVICE PROVIDER IS CENTRAL’S SUBCONTRACTOR, EXCEPT TO THE EXTENT CAUSED BY CENTRAL’S OWN WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR TO THE EXTENT CENTRAL IS LIABLE FOR A SUBPROCESSOR’S ACTS OR OMISSIONS PURSUANT TO THE DATA PROCESSING ADDENDUM.

16. Indemnification

16.a Your Indemnification of Central. You shall defend, indemnify, and hold harmless Central, its affiliates (including Mercury Technologies, Inc.), Service Providers, and their respective officers, directors, employees, agents, and representatives (the “Central Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, penalties, fines, interest, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Customer Data or instructions, including their inaccuracy, incompleteness, or unlawfulness;

• your breach of this Agreement or any Service Addendum;

• your violation of Applicable Law;

• employment, payroll, wage-and-hour, worker-classification, tax, benefits, insurance, retirement-plan, or contractor obligations, including any determination that you misclassified a worker or failed to make a required filing or payment;

• claims by your employees, contractors, personnel, or payment recipients arising from or relating to your use of the Services;

• unauthorized or improper use of the Services by you or your Users;

• insufficient funds, chargebacks, reversals, returns, failed payments, or reimbursement obligations;

• acts or omissions of your Users, agents, or representatives, including documents executed or filings submitted on your behalf pursuant to Section 12 (Limited Agency and Power of Attorney); and

• any claim, or any determination under Applicable Law, or by a regulator or court, that Central or its personnel should be treated as a joint employer, co-employer, EOR, PEO, plan sponsor, plan fiduciary, or withholding agent with respect to your personnel, other than to the limited extent Central has expressly and specifically assumed such a role in an Order Form.

This indemnity is in addition to, and not in place of, any Service-specific indemnity in a Service Addendum.

16.b Central’s Indemnification of You. Central shall defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, penalties, fines, costs, and expenses arising from any Claim that the Services, as provided by Central and used in accordance with this Agreement, infringe that third party's U.S. intellectual property rights, subject to Section 17 (Limitation of Liability). If a claim is made or Central reasonably believes it is likely, Central may, at its option: (a) procure the right for you to continue using the affected Services; (b) modify or replace the affected Services so that they are non-infringing and materially equivalent in functionality; or (c) if (a) and (b) are not reasonably available on commercially reasonable terms, terminate your right to use the affected Services and refund any prepaid, unused fees for the terminated Services. Central has no obligation under this Section 16.b to the extent a claim arises from Customer Data, modification of the Services by anyone other than Central, combination or use of the Services with products, services, or data not provided by Central, use of the Services in violation of this Agreement or Applicable Law, your continued use after Central makes a non-infringing alternative available, your specifications, designs, or instructions, any beta, trial, evaluation, or no-charge features, or any Service Provider’s own products or services governed by that Service Provider’s separate terms. This Section 16.b states Central's entire liability, and your sole and exclusive remedy, for any claim that the Services infringe or misappropriate a third party's intellectual property rights.

16.c Indemnification Procedure. The indemnified party will provide reasonably prompt written notice of an indemnified claim, and the indemnifying party may control the defense and settlement of any claim requiring indemnification. The indemnifying party will not settle any such claim in a manner admitting fault by the indemnified party, imposing non-monetary obligations on the indemnified party, or failing to include a full release of the indemnified party, without the indemnified party’s prior written consent. The indemnified party will provide reasonable cooperation at the indemnifying party’s expense and may participate in the defense with counsel of its own choosing at its own expense. Failure to provide prompt notice relieves the indemnifying party of its obligations to the extent it is prejudiced by the delay.

17. Limitation of Liability

17.a Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENTRAL SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOST WAGES LIABILITY, LOST DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR REGULATORY PENALTIES, IN EACH CASE ARISING FROM OR RELATING TO THE SERVICES OR THIS AGREEMENT, EVEN IF CENTRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.b General Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENTRAL'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF THE PLATFORM BASE FEES AND PER-SEAT FEES YOU ACTUALLY PAID TO CENTRAL FOR THE AFFECTED SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. FOR PURPOSES OF THIS SECTION 17, SUCH FEES EXCLUDE ALL PASS-THROUGH AND THIRD-PARTY AMOUNTS, INCLUDING SERVICE PROVIDER CHARGES.

17.c Obligations Not Limited. This limitation of liability does not limit your payment obligations, reimbursement obligations, or indemnification obligations under Section 16 (Indemnification) or any Service Addendum, your liability for unauthorized use of the Services, or your liability for willful misconduct or gross negligence.

17.d Service Provider Liability. Service Providers, including Check, have no liability to you under this Agreement except to the extent expressly stated in their own written terms with you. This Section does not limit Central’s own liability for a Subprocessor’s Processing of Customer Personal Data under the Data Processing Addendum.

17.e Time Limit on Claims. You must bring any claim against Central within one (1) year after you first knew or reasonably should have known of the facts giving rise to the claim, or the claim is permanently barred, except to the extent Applicable Law requires a longer period or prohibits shortening the applicable period.

18. Suspension and Termination

18.a Suspension. Central may suspend or restrict your access to the Services immediately, without liability, if you fail to pay amounts due, provide inaccurate information, fail risk or sanctions review, violate this Agreement, create security or regulatory risk, or if suspension is required by Applicable Law, a Service Provider, or a regulator. Central will use commercially reasonable efforts to notify you of a suspension and, where the suspension arises from a condition you are able to cure, of the steps required to restore access, except where notice is prohibited by Applicable Law or where Central determines that immediate suspension is necessary to prevent harm to Central, a Service Provider, or a third party. Central will restore access promptly after the condition giving rise to the suspension is resolved.

18.b Termination for Convenience. Either party may terminate a Service for convenience on thirty (30) days’ prior written notice.

18.c Termination for Cause. Central may terminate immediately for cause, including material breach of this Agreement, prohibited activity, failed sanctions or risk review, or use of the Services that may create legal, regulatory, financial, security, or reputational risk to Central. You may terminate the affected Service if Central materially breaches this Agreement and fails to cure the breach within thirty (30) days after your written notice describing it.

18.d Effect of Termination. Upon termination, you remain responsible for all outstanding amounts, for transitioning payroll, benefits, tax, HRIS, registration, filing, and payment functions to another provider, and for satisfying any legal retention obligations. If you terminate a Service, or if Central terminates for cause under Section 18.c, all fees are non-refundable, including amounts prepaid for post-termination tax filings and amended filings, which are earned when paid; provided that Central will refund amounts prepaid for a tax filing that is not used, except where Central is unable to complete the filing as a result of your error. Central may retain Customer Data as required for legal, regulatory, audit, security, and dispute purposes, and will make Customer Data available to you for export in accordance with Section 5 (Your Responsibilities) and delete or return it in accordance with the Data Processing Addendum. Pending payrolls, payments, filings, or enrollments may be completed, rejected, reversed, or cancelled as Central reasonably determines, and Central has no liability for any wage-payment, tax, penalty, or other consequence of any such determination. To request cancellation or reversal of a pending payroll run or tax payment, you must provide written notice to Central at least two (2) business days prior to the scheduled processing date. Central shall have no obligation to act on any such request received less than two (2) business days before the scheduled processing date.

18.e Survival. Sections 4 (Relationship of the Parties; No Employer-of-Record, PEO, or Co-Employment), 5 (Your Responsibilities), 9 (Customer Data, Privacy, and Security), 12 (Limited Agency and Power of Attorney), 13.a (Ownership), 13.b (Aggregated and De-Identified Data), 13.d (Restrictions), 14 (Confidentiality), 15 (Warranties and Disclaimers), 16 (Indemnification), 17 (Limitation of Liability), 19 (Governing Law, Arbitration, and Class Action Waiver), and 20 (General Provisions), and any other provision that by its nature should survive, survive termination of this Agreement.

19. Governing Law, Arbitration, and Class Action Waiver

19.a Governing Law; Forum. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. Subject to Section 19.b, the state and federal courts located in San Francisco County, California have exclusive jurisdiction over any matter arising from or relating to this Agreement that is not subject to arbitration, and each party consents to that jurisdiction and venue and waives any objection based on inconvenient forum.

19.b Informal Resolution; Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY. For any Claim, you agree to first contact Central at support@central.inc and attempt informal resolution. If unresolved after sixty (60) days, the Claim will be finally resolved by binding, individual arbitration under the Federal Arbitration Act, administered by JAMS under its comprehensive or streamlined rules as applicable, before a single neutral arbitrator selected in accordance with those rules, seated in San Francisco County, California or, at the parties’ agreement, conducted remotely, with judgment entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees and costs and the parties share the arbitrator’s fees and administrative costs equally, except that the arbitrator may award fees and costs to the prevailing party to the extent permitted by Applicable Law. The arbitrator has no authority to award relief on a class, collective, or representative basis, to consolidate claims, or to award punitive or exemplary damages. Either party may bring a Claim in small claims court if it qualifies. If twenty-five (25) or more substantially similar demands are filed against Central by or with the assistance of the same law firm or coordinated group within ninety (90) days, JAMS will administer them in batches of up to one hundred (100), with one arbitrator and one set of filing fees per batch, and any limitations period is tolled for demands held for a later batch.

19.c Class Action and Jury Trial Waiver. NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Claims may not be joined or consolidated with any other person's claim. TO THE EXTENT A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

19.d Injunctive Relief. Either party may seek injunctive or equitable relief in a court of competent jurisdiction in San Francisco County, California to prevent actual or threatened infringement, misappropriation, or violation of intellectual property, confidentiality, or data-security rights.

20. General Provisions

20.a Assignment. You may not assign this Agreement, in whole or in part, whether by operation of law, change of control, merger, or otherwise, without Central’s prior written consent, and any attempted assignment without that consent is void. Central may assign this Agreement to an affiliate, successor, acquirer, or in connection with a merger, reorganization, financing, or sale of assets, without your consent. This Agreement binds and benefits the parties and their permitted successors and assigns.

20.b Subcontractors. Central may use affiliates, contractors, and Service Providers to perform the Services.

20.c Third-Party Beneficiaries. Except as expressly stated in this Agreement (including with respect to the Central Indemnified Parties), there are no third-party beneficiaries to this Agreement.

20.d Export Control and Sanctions. Each party will comply with applicable export control and economic sanctions laws, and represents that it is not, and is not owned or controlled by, a person or entity subject to sanctions or on a restricted-party list under such laws.

20.e Publicity. Neither party will use the other party’s name, logo, or trademarks in any public communication without the other party’s prior written consent, except that Central may identify you as a customer in a general customer list.

20.f Anti-Corruption. Each party represents that it has not offered, promised, or provided, and will not offer, promise, or provide, anything of value to any person in violation of applicable anti-corruption or anti-bribery laws in connection with this Agreement.

20.g Insurance. Each party will maintain insurance coverage of the types and in the amounts customary for its business and appropriate to its obligations under this Agreement. Without limiting the foregoing, you will maintain workers’ compensation insurance at statutory limits and will provide evidence of that coverage upon Central’s reasonable request.

20.h Notices and Amendments. Central may provide notices by email, in-Service notice, or posting through the Services, and notice is effective when sent or posted. Central may amend these Master Terms or any Service Addendum from time to time. Central will provide at least thirty (30) days’ advance notice by email to the address associated with your account of any change to these Master Terms or any Service Addendum that materially and adversely affects your rights or obligations, except where the change is required by Applicable Law or a Service Provider’s own requirements, in which case Central will provide notice as far in advance as reasonably practicable. If you do not agree to a materially adverse change, your sole and exclusive remedy is to terminate the affected Service by written notice within thirty (30) days after the change takes effect, without further liability for fees attributable to periods after the termination. Continued use of the Services after the effective date constitutes acceptance. You are responsible for keeping your account email address current.

20.i Beta and Preview Features. Central may make features identified as beta, preview, early access, or similar available to you. Those features are provided as is, without warranty or indemnity of any kind, may be modified or withdrawn at any time, are excluded from any service commitment, and are Central’s Confidential Information. You use them at your own risk and Central has no liability arising from their use.

20.j Third-Party Integrations. The Services may permit you to connect third-party products, services, or accounts. Any such connection is between you and the third party, is governed by that third party’s own terms, and is made at your direction and risk. Central is not responsible for any third-party product or service, for data transmitted to or received from it, or for any change to or discontinuation of its availability or functionality, and Central may suspend or discontinue any integration at any time.

20.k Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including bank delays, network failures, government action, labor disruption, natural disaster, Service Provider failure, cybersecurity events, epidemic or public health emergency, or payment-network issues. This Section does not excuse any payment obligation. If a force majeure event affecting a Service continues for more than thirty (30) days, either party may terminate the affected Service on notice to the other.

20.l Severability. If a provision is unenforceable, the remaining provisions remain effective, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable, except that if the class-action waiver in Section 19.c is found unenforceable, the entire arbitration provision therein is unenforceable.

20.m No Waiver. Failure to enforce a provision is not a waiver of that or any other provision.

20.n Entire Agreement. This Agreement, together with the documents it incorporates by reference, is the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous agreements on that subject.

20.o Feedback. You grant Central a perpetual, irrevocable, worldwide, royalty-free, sublicensable right to use feedback, suggestions, and ideas relating to the Services without restriction, attribution, or compensation to you.

20.p Further Assurances. You agree to execute and deliver such additional documents and take such further action as Central or a Service Provider reasonably requests to give effect to this Agreement, including any authorization, form, or certification a government agency, carrier, or Service Provider requires in connection with the Services.

20.q Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, or employment relationship between the parties, and neither party may bind the other or incur obligations on the other's behalf except as expressly provided in this Agreement.

20.r Counterparts and Electronic Delivery. Any Order Form or other document executed in connection with this Agreement may be executed in counterparts and delivered electronically, and an electronic signature or copy has the same effect as an original.

20.s Interpretation. In this Agreement, “including” and “includes” mean including without limitation; “or” is not exclusive; the singular includes the plural and vice versa; references to a section or addendum are to a section or addendum of this Agreement; headings are for convenience only and do not affect interpretation; and no rule of construction requiring that an agreement be construed against the drafting party applies to this Agreement.

SERVICE ADDENDA

Each Addendum below applies only to customers who purchase, enroll in, or use the corresponding Service, supplements the Master Terms, and, as to that Service, controls in the event of a conflict with the Master Terms. Capitalized terms not defined in an Addendum have the meaning given in the Master Terms.

Addendum A: Payroll Services Addendum

A.1 Services Description

Central helps you configure payroll, collect payroll information, submit payroll instructions, support employee and contractor onboarding, coordinate tax forms, and transmit information to Check, which performs payroll funds movement, tax remittance, and tax filing as Central's payroll Service Provider.

A.2 You Remain the Employer and Payor

As between you and Central, you are and remain the employer and payor of your W-2 employees and the payor of your 1099 contractors for all purposes, including under the Fair Labor Standards Act, the Internal Revenue Code, and applicable state wage-payment law. Central's and Check's roles are limited to the Services, administrative coordination, and, as to Check, a reporting-agent and payment-processing role as described below.

A.3 Reporting Agent Authorization

1. You will execute IRS Form 8655 (Reporting Agent Authorization) and any state-equivalent authorization designating Check as your reporting agent. This authorization does not relieve you of responsibility for ensuring all tax returns are filed and all tax deposits and payments are made timely, and does not transfer liability for any deficiency, penalty, or interest to Central or Check except as Check may separately agree in its own terms of service.

2. You authorize Central to transmit your payroll and tax information to Check for this purpose and to receive confirmations, notices, and error reports from Check on your behalf.

A.4 Funding, Debit Authorization, and Timing

1. You must maintain sufficient available funds in your designated Payment Method before each payroll run and tax remittance. Central and Check may delay, reject, suspend, or cancel a payroll run or tax payment if funds are unavailable, authorization is incomplete, or the transaction is otherwise flagged by risk or compliance review.

2. You separately authorize Check to initiate debit, credit, and non-monetary ACH entries to your Payment Method as described in Check's own Debit Authorization and IRS Form 8655 Authorization. Those Check documents form a separate agreement between you and Check, are not part of this Agreement, and control as to Check’s processing role. Your acceptance of and compliance with them is a condition of your access to and use of the payroll Services.

3. Payroll and tax-payment timing depends on your approvals, banking-network processing, ACH cutoff times, and Check's risk and compliance review; Central does not guarantee same-day or next-day availability and is not responsible for delays caused by those factors or by your failure to properly and timely authorize or fund a payment. Central does not take custody of payroll or tax funds and does not transmit money or monetary value on your behalf. Any movement of payroll or tax funds is performed by Check or the applicable financial institution under its separate terms with you.

A.5 Corrections and Errors

You must promptly notify Central of any payroll, tax, employee, contractor, or withholding error. You remain responsible for losses, penalties, interest, reversals, chargebacks, returns, or corrections arising from inaccurate, incomplete, late, or unauthorized Customer Data or instructions, including errors in wage classification, overtime calculation, or benefits deductions that originate from information you supplied.

A.6 Payroll-Specific Indemnity

In addition to Section 16.a (Your Indemnification of Central) of the Master Terms, you will indemnify the Central Indemnified Parties for any Claim arising from your failure to timely fund a payroll run or tax payment, your submission of inaccurate wage, hour, deduction, or classification data, or any determination that a worker you classified as a contractor was misclassified.

A.7 Migration from Other Providers

If you migrate from another payroll provider, you are solely responsible for the completeness and accuracy of historical payroll and tax data transferred to the Services, and for any liabilities arising from payroll periods processed by your prior provider.

Addendum B: Contractor and International Payment Services Addendum

B.1 Services Description

Central helps you coordinate payments to domestic and international independent contractors through Service Providers. Payments to U.S.-based contractors are processed through Check. International contractor payments are processed through Mercury's partner bank’s international wire rails, consistent with Mercury's International Wire Services terms.

B.2 Your Responsibility for Worker Classification and Legality of Payment

1. You are solely responsible for determining whether each recipient may lawfully be paid as an independent contractor rather than an employee, whether any withholding, reporting, or local-law obligation applies (including in the recipient's jurisdiction), and whether the payment is otherwise lawful.

2. You are responsible for collecting and maintaining any required tax forms (e.g., Form W-9 or Form W-8BEN) and for the accuracy of the information they contain.

3. International payments may be delayed, held, or declined due to foreign-exchange availability, local banking rules, sanctions screening, or recipient diligence, and Central and its Service Providers are not liable for any resulting loss.

B.3 Funding and Reimbursement

You must pre-fund or reimburse all contractor payments, fees, foreign-exchange costs, returns, reversals, and corrections. If Central or a Service Provider funds or pays an amount on your behalf in connection with a contractor payment, you must reimburse that amount immediately, and you authorize Central and Check, as applicable, to debit your designated Payment Method for it in accordance with Section 8 (Fees and Payment).

B.4 No Stored Value or Custody

The Services described in this Addendum do not create a deposit account, stored-value account, or custodial account with Central, and Central does not take custody of your funds at any point. Central does not transmit money or monetary value on your behalf; any movement of funds occurs through Check or Mercury's partner banks, not through Central acting as an intermediary.

Addendum C: Benefits Brokerage and Insurance Services Addendum

C.1 Licensed Entity

Benefits brokerage and other insurance-related services are provided by CBIS, in its capacity as a licensed insurance producer, and by its appropriately licensed individual producers. Mercury and Central may provide technology, workflow, and administrative support in connection with those services, but do not perform activities requiring an insurance producer license. These services are available only in jurisdictions and for lines of business where CBIS or its producers are appropriately licensed.

C.2 Broker of Record; Your Benefits Decisions

1. If you appoint CBIS as broker of record, you authorize CBIS to communicate with carriers, benefits platforms, and administrators on your behalf for the limited purpose of placing, servicing, and renewing the coverage you select.

2. You, and not Central or CBIS, remain solely responsible for selecting benefit plans, determining employee eligibility, communicating benefit terms to your personnel, paying premiums when due, maintaining required plan and eligibility records, and satisfying any employer or plan-sponsor obligation under ERISA, the ACA, COBRA, or other Applicable Law, except where an Order Form expressly and specifically states otherwise.

3. Enrollment is coordinated through Service Providers, including Clasp (benefits enrollment), Thatch (ICHRA administration), and Vestwell and Human Interest (retirement plan coordination under Addendum E), and Central is not responsible for those providers' eligibility determinations, enrollment errors, or system outages.

C.3 Carrier and Plan Terms

Insurance coverage, eligibility, premiums, renewals, exclusions, claims, and enrollment deadlines are governed exclusively by the applicable carrier's and plan's own documents. Central and CBIS are not responsible for carrier decisions, denied claims, premium changes, coverage exclusions, or carrier errors, and do not guarantee that any application, enrollment, or renewal will be accepted or processed by any carrier.

C.4 Compensation Disclosure

CBIS and its affiliates may receive compensation, including commissions, override compensation, or other fees, from carriers, administrators, or platforms in connection with the benefits brokerage and other insurance-related services provided under this Addendum, in accordance with Applicable Law, and such compensation does not reduce any fee you separately owe Central.

C.5 No Insurance or Legal Advice

Nothing provided by CBIS constitutes a guarantee of coverage, legal advice regarding plan compliance, or a substitute for advice from your own benefits counsel. You remain responsible for ensuring that your plan design complies with Applicable Law.

Addendum D: HRIS, Time & Attendance, and Leave Management Addendum

D.1 Services Description

Central provides tools for offer-letter generation, new-hire and departure workflows, compensation and org-chart recordkeeping, timesheet collection, and leave tracking.

D.2 Your Responsibility for Content and Compliance

1. You are solely responsible for the content of any offer letter, policy, or template generated or stored through the Services, including its compliance with state-specific requirements (for example, wage-notice or salary-disclosure requirements that vary by state), and for legal review of any template before use.

2. You are solely responsible for the accuracy of timesheets, compensation records, and leave balances entered or approved through the Services, including compliance with any applicable paid-leave, sick-leave, or overtime law.

3. You are solely responsible for I-9 and other work-authorization compliance, including retention and access-control requirements for supporting documents, even where the Services provide a workflow to collect that information.

D.3 No Employment-Law Advice

Templates, defaults, and workflow prompts provided through the Services (including default offer-letter language) are provided for administrative convenience only, do not constitute legal advice, and are not a substitute for review by your own employment counsel.

Addendum E: 401(k) and Retirement Plan Coordination Addendum

E.1 Services Description

Central helps you evaluate, configure, and access retirement plan services offered by third-party providers, including Vestwell and Human Interest.

E.2 No Fiduciary or Investment Advice

Central does not provide investment advice, fiduciary advice, securities recommendations, individualized financial planning, or investment-management services, and is not a plan fiduciary, plan administrator, or recordkeeper for any plan.

E.3 Your Plan Responsibilities

You, together with the applicable plan sponsor, fiduciary, recordkeeper, administrator, and retirement-plan provider you select, remain solely responsible for plan selection, plan documents, eligibility determinations, contribution calculations and remittance, nondiscrimination testing, required filings (including Form 5500), fiduciary duties, participant notices, investment-option selection, and ongoing plan compliance.

Addendum F: Business Formation, State Registration, and Compliance Support Addendum

F.1 Services Description

Central helps you collect information, prepare forms, coordinate filings, submit registrations (including foreign qualification, statements of information, registered-agent services, and withdrawal of registration), track deadlines, provide mail monitoring, and communicate with state agencies or partners such as New York Registered Agent and The Incorporators.

F.2 Agency Access and Dedicated Contact Information

1. You authorize Central to access, create, modify, submit, retrieve, and manage state and local agency accounts, forms, filings, registrations, and records as reasonably necessary to provide these Services.

2. Certain states permit only one third-party filer or depositor of record; where applicable, you authorize Central to use a Central-controlled email address and mailing address for state registration correspondence on your behalf, and you acknowledge that Central, not you, will receive and triage state correspondence sent to that address, escalating to you any item Central determines requires your input.

3. Central acts in this capacity as your limited administrative filer under the authorization in Section 12 (Limited Agency and Power of Attorney) of the Master Terms, and not as your registered agent for service of process except where a specific Order Form states that Central or a named partner is separately engaged to serve as registered agent.

F.3 Mail Monitoring

You authorize Central and its Service Providers to receive, open, scan, access, and review mail and other correspondence addressed to you at an address designated for that Service, including tax notices, account statements, bills, compliance notices, and general correspondence. Central may use a third-party virtual mailing platform to make that correspondence available for review. You remain responsible for reviewing correspondence provided to you, responding to notices, paying amounts due, and meeting applicable deadlines. Mail monitoring does not include registered-agent services or authorization to accept service of process on your behalf. Any registered-agent service must be separately arranged and may be subject to additional fees.

F.4 No Legal or Tax Advice; Your Responsibility for Underlying Compliance

Central's support under this Addendum is administrative and operational. You remain solely responsible for determining your entity structure, tax classification, licensing, and registration obligations in every jurisdiction in which you operate or have personnel, and for the consequences of any prior filings, prior-provider errors, or unresolved compliance issues that predate your use of the Services.

Addendum G: Accounting and Tax Services Addendum

G.1 Scope

If you purchase Accounting and Tax Services, Central may provide bookkeeping, account reconciliation, financial-statement preparation support, tax data collection, and tax return preparation and filing support, as described in the applicable Order Form. These Services are available only to customers satisfying Central's onboarding, diligence, and eligibility requirements.

G.2 Your Responsibility for Information and Review

1. You are responsible for providing complete, accurate, and timely information, books, records, and account access, and Central may rely on that information, and on information from your systems and third-party providers, without independent verification.

2. You are responsible for reviewing and approving all reports, returns, and filings before submission; your approval constitutes your representation that, to the best of your knowledge, the filing is accurate, complete, and authorized.

3. Central will not file any return or extension unless you have provided all required information, completed required authorizations, and approved the filing.

G.3 No Audit or Assurance Services

Central's bookkeeping and tax services do not constitute an audit, review, compilation, or assurance engagement unless expressly included in your Order Form. Central does not certify compliance with GAAP or any tax position taken.

G.4 Accounting and Tax-Specific Indemnity

In addition to Section 16.a (Your Indemnification of Central) of the Master Terms, you will indemnify the Central Indemnified Parties against any claim arising from inaccurate or incomplete information you supplied, unsupported tax positions, your failure to timely review or approve a filing, your failure to pay taxes when due, or any tax-authority inquiry, audit, or assessment relating to your business, books, records, or filings.